Letter of Intent to Purchase All Shares of a Corporation

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									This Letter of Intent is used by a potential buyer to inform a seller that the potential
buyer intends to purchase the seller's shares in a corporation. The non-binding letter
sets for the material terms and conditions of the proposed agreement including the
number of shares, the price and the purpose of the transaction. Once the parties agree
to the terms in the letter, they must draft and execute a share purchase agreement.
This document provides a template for a letter of intent and may be customized to fit the
specific needs of the parties. This should be used by a company or individual interested
in purchasing all shares of a corporation.
               A CORPORATION

____________________ [NAME OF SELLER]
____________________ [ADDRESS OF SELLER]

To whom it may concern:

The purpose of this Letter of Intent (“Letter”) is to provide notification of the intention of
______________________ (“Buyer”) to purchase from _______________________ (“Seller”)
all of Seller’s interest in ____________________ (“Company”).

Whereas, Buyer intends to purchase __________ (__) [AMOUNT IN WORDS] (___)
[AMOUNT IN NUMERALS]) shares of Company, the offered price is __________ [AMOUNT
IN WORDS] dollars ($_________) [AMOUNT IN NUMERALS]). The purpose of the
proposed transaction is ______________________.

Now, Therefore, in consideration of furthering their respective business interests, Seller and
Buyer do hereby agree as follows: this Letter shall be binding and implemented under the terms
of a definitive Share Purchasing Agreement to be prepared by Buyer on or before __________,
____ [DATE] (“Share Agreement”), which will provide the details for closing the transaction,
but will not vary the terms of the agreements set forth in this Letter.

    1. The above recitals are hereby incorporated in and made a part of the Share Agreement.

    2. Buyer agrees to purchase all shares of Company on or before __________, ___ [DATE],
       for a total sum of __________ [AMOUNT IN WORDS] dollars ($_________)
       [AMOUNT IN NUMERALS] at __________ [AMOUNT IN WORDS] dollars
       ($_________) [AMOUNT IN NUMERALS] price per share.

    3. The Closing Date shall be a date mutually agreed to by both Buyer and Seller.

    4. Upon acceptance of this Letter, Buyer will prepare the Share Agreement, which will
       incorporate the terms and conditions of this Letter and contain the usual and expected
       agreements, covenants, representations, warranties, indemnifications, and other
       provisions commonly found in such agreements. Seller and Buyer will act in good faith
       to negotiate and use their best efforts to enter into the Share Agreement.

    5. This transaction is conditional to the appropriate party(ies): (a) entering into the Share
       Agreement, (b) obtaining appropriate financing (c) procuring approval of competent
       regulatory authorities and (d) conducting satisfactory due diligence in regards to legal,

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         accounting, financial, technologic, and environmental matters, as well as other
         preliminary conditions.

Please sign and date the enclosed copy of this Letter and return to Buyer on or before
____________, ____ [DATE].

Yours Truly,

[Name of Buyer]

Dated: ________________

[Name of Seller]

Dated: ________________

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